


Lucky Boy

by PaperFox19



Category: Ben 10 Series
Genre: Anal Sex, Costume, Frottage, M/M, Nipple Play, Oral Sex, Skinny Dipping, Tentacles, Yaoi
Language: English
Status: In-Progress
Published: 2015-06-19
Updated: 2016-04-15
Packaged: 2018-04-05 04:38:12
Rating: Explicit
Warnings: No Archive Warnings Apply
Chapters: 3
Words: 8,543
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/4166193
Author URL: https://archiveofourown.org/users/PaperFox19/pseuds/PaperFox19
Summary: <blockquote class="userstuff">
              <p>Set in the Gwen 10 Universe where Ben is an anodite, and becomes a hero using the charms of bezel and his mana.</p>
            </blockquote>





	1. The Birth of Lucky Boy

**Author's Note:**

> Please read and review; reviews inspire new fics and keep me going as a fic writer

Lucky Boy

Set in the Gwen 10 Universe where Ben is an anodite, and becomes a hero using the charms of bezel and his mana.

Chap 1 Birth of Lucky Boy

Gwen had acquired the omnitrix, and she used it’s power to be a hero. Ben had felt useless but tried to be involved by naming Gwen’s aliens. Still all summer while Gwen did her hero thing Ben was often on the sidelines. Ben had a lot of different interests; soccer, magic tricks, and comics.

Then a chance of fate when the group bumped into a man called Hex and the charms of Bezel. The boy had read of few things about myths, magic and lore problem the most time he openly focused himself, sure he paid attention though not a lot of people knew it.

When the Charm of Luck fell into his hands, he dawned a mask and a name, Lucky Boy. Gwen was a little ticked, all her training and karate lessons had her a formidable foe and hero, she was able to get used to her alien bodies. Ben’s power came from magic, with the charm of luck everything went his way with her getting caught in the crossfire.

When Hex tried to get his charm back Ben proved to much and he ended up losing the rest of his charms to the boy. “I’m more than just lucky now, I’m a hero.”

-x- From Hero to Super –x-

News spread around of the alien heroes fighting crime, and beating down the bad guys. There was also news of Lucky Boy, despite the hero popularity nobody knew who they were.

That didn’t keep them from having enemies. Hex was a big one for Ben, his niece Charmcaster busted him out of prison, and they were going after more than the charms, he wanted the key stone.

Ben found the key stone among a variety of objects but the bracelet felt different. With the key stone along with the charms of bezel he felt super charged; not only the strength of his charms but his physical strength and speed.

Hex was still a master magician and Charmcaster was a conniving witch. Lucky Boy may not have been a master but he was a fast learner. Even with key stone stolen, and Ben being summoned along with the charms Hex planned to drain his magic and the charms into him, essentially becoming all powerful.

Charmcaster betrayed him, so she could take the power. “Now all your power will be mine.”

“That’s where your wrong, you betrayed your family, while mine sticks together.” Gwen and Grandpa Max came in and knocked her down freeing Ben from his magical bonds. Ben got his hands on Hex’s staff.

“Ha that only works in the hands of a master magician.” The staff came to life in Ben’s hands and he blasted her.

“Well that’s new.”

“What are you gonna do now?” Gwen asked him, the boy looks at them.

“I got this.” Raising the staff he broke it over his leg, their magic along with the staffs magic went off somewhere, Ben’s magic stayed intact.

Grandpa Max however thought having the Key Stone was too much power for Ben to wield. He understood, and was happy practicing with his powers he had. The key stone was locked in a vault, and for added measure special runes were placed on it so no disappearing acts.

-x- Magical Bag –x-

The Tennyson family was visiting Salem, but they weren’t the only ones. Charmcaster was back and making trouble and from the looks of it she’d gotten her powers back. Her and her rock creatures were causing trouble.

Little did our heroes know she was after Gwen’s watch, even after gaining her magic she still wanted more power, and Gwen’s aliens would super charge hers.

It was a regular freaky Friday with body swapping all around, but something good did come out of it. Ben got his hands on Charmcaster’s spell book and rock creatures, a noticeable change was that they were charged with green mana instead of pink.

It was ironic Charmcaster wanted to steal Gwen’s power and ended up losing more of hers. Ben found the animation spell she used on that bag of hers, getting the ingredients together Ben created his own magical bag, it was green with a dark green trim with blue button eyes.

-x- Hanging Up the Magic-x-

Kicking butt and being a hero was a blast but sadly the summer ended and Ben had to hang up his hero mask, he kept his charms, rock creatures, and his mask inside his bag. It sucked to go from hero to normal kid, but the summer did change him for the better. He joined the soccer team, and became the star player be it on the field or as the goalie Ben Tennyson could not be stopped.

His life was pretty much normal over the next six years, except for one thing. Every day after practice or a big game Ben found a rose either on his bike or in his locker. There was no note or anything, but it was just a rose nothing more or less, it was kinda nice having a secret admirer.

He had just won a big soccer tournament and he was looking forward to sharing his medal with his family. ‘I wonder if my secret admirer showed up today.’ He was surprised when he found Gwen instead of a rose. “Don’t tell me your my secret admirer.”

“No time for jokes Ben.” She held out an item, it was a virtual message from Grandpa Max. He said he had the omnitrix but that made no sense since Gwen still had it. “His place was trashed Ben, I need…”

“I’m with you Gwen, no need to ask.” He whistled for his bag and it hopped over to him, it’s mouth unzipped and in a flash of green light Ben was wearing his mask, and wearing a skin tight body suit, the charms of bezel imbedded in his sleeve. “Let’s do this.”

The end up bumping into Magister Labrid, the plumber thought they had something to do with Max’s disappearance and had tried to steal the omnitrix. Apologizing for his mistake he agrees to help them find Max. Gwen wears the omnitrix and it recalibrates.

The three head to an abandoned station, the Magister had received a report from Max about an illegal alien tech delivery. It seems the knights were after this tech. A green muscle car comes in next to the suppliers. “Let’s take care of this quickly, I have some place I need to be.”

“That’s Kevin!” Gwen hisses.

“We have history with him, him and Gwen used to fight a lot when we were younger.”

“He’s got super powers, I thought I tossed his ass in the null void for good.”

The suppliers of the alien tech was another alien Gwen recognized, the same ones who trashed Max’s R.V. and attacked her. Upon seeing the level 5 technology the magister freaked and went in for the arrest.

The DNAliens begin their attack, and now they had to deal with the aliens and the knights. “I got the knights you deal with the aliens.” Ben says and summons his mana, he blasts them away. He fires lightning and blasts their weapons destroying them.

Magister Labrid gets caught, while Gwen goes Swampfire to fight the aliens, they seem to be scared of fire. Kevin stepped up to fight with Gwen but she proved to be to tough for him. The knights and the aliens ran for it leaving Kevin unpaid. 

He gets knocked out and wakes up in energy cuffs. “Kevin help us, it’s not too late to do the right thing.” The raven stares at Lucky Boy, a few seconds before his eyes widen.

“Ben?” he looks him over, his eyes changing to one of lust. He removed his mask, and smiled at the raven.

“Yeah it’s me.”

“Do something right for once Kevin.” Gwen snipped, he glared at her but smiled.

“Well they are no friends of mine, they ran off without paying me I’ll help you get those deadbeats.” They free him and they ride Kevin’s car, with Ben riding shot gun.

“Don’t try anything Levin I got my eye on you.”

“Knock it off Gwen.”

“So what’s up with the mask, trying to hide from your fanboys?”

“Just a fan of heroes, it’s my secret identity.” Kevin smiled at him, which had Ben smiling. ‘Cute.’ Kevin thought, Ben’s outfit was skin tight and the osmosian was certainly enjoying the view. He casually adjusted himself in his tight pants. 

Magister Labrid looked to Gwen. “Is there something going on between those two?”

“I hope not.”

They arrive at one of the forever knight castles, and Kevin begins pilfering some of their jewels as payment. “Once a thief always a thief.” Gwen snips, but Kevin doesn’t stop especially when he finds this beautiful necklace with an emerald, that sparkled just like Ben’s eyes.

Apparently the knights had a robotic dragon guard dog and the fight was on. Gwen changed into Echo Echo and managed to take out the dragon, while Ben and Kevin dealt with the knights. Using her powers she destroyed every last one of the laser lances.

However Magister Labrid was dying. “There is nothing you can do.” He gives Kevin his badge.

“I think not.” Using the charm of resurrection he used it’s power to heal the alien, but he remained unconscious. “He’ll be okay but he’ll be asleep for a few days.” He changed him into a totem and placed him safely in his bag.

Apparently Kevin kept a laser lance as a souvenir, so Ben was able to use it to track the DNAliens, Lucky Boy floated ahead and the older teen loved the view. “Are you staring at his ass?”

“Maybe.” He grins as they reached their hideout. They break in but Ben can’t sense Grandpa Max in the base.

“Let’s stop this now, Grandpa Max would want us to.” They begin fighting the aliens after Ben blasts all the laser lances. Gwen fights the Highbreed while getting back up from Lucky Boy.

The thing was too strong and they got thrown out of their ship. They had to bring it down they were going after the nearby towns, Ben summoned his rock creatures to assist Gwen and by tearing out some wires the ship came crashing down. The rock creatures shielded Gwen from the impact and explosion.

Ben freed the magister and he was coherent enough to call for his ship, he’d still need more rest. “You three did good work today.” He boards his ship. “I’m giving you three a field deputation, you’ll have to investigate this on your own. Even if the plumbers approved back up would take months to get rounded up and sent out here.”

“I think we can handle it.” He flies off, and Kevin looks to Ben.

“So it’s cool I hang with you.” He asks offering his hand to him.

“No!” Gwen slaps his hand away. “We don’t need his help. We can find Grandpa Max on our own.”

“That’s not true.” He gives her a stern look. “Look Gwen what happened in the past is the past, we’ve all grown up. I’ve forgiven Kevin can’t you?”

“Fine, but I got my eye on you on sign of trouble and your gone.”

“Thanks,” they put their hands in, it was a sign of their new bond. Gwen was taken home first.

-x-

I can’t believe he forgave Kevin after what he did.” What happened when they met Kevin in the past? The first time they met the boy he whisked Ben away to some where he was crashing. She had come looking for him, and tried to bring Ben back by force.

Kevin changed and went mad with power. He ended up hurting Ben pretty bad, and things didn’t get better with passing encounters. The brunette kept trying to help him but often Kevin was too mad to let him or maybe it was guilt after what he had done.

Ben had been in the hospital for a full week, and he was lucky to make it out in that time. Perhaps the only other surprising thing was that someone had sent Ben some roses with a get well card, but no name attached.

-x-

Ben got dropped off, in a flash changing back to his normal clothes. “Thanks for the ride Kevin.”

“Yeah anytime, hey Ben? About what you said before about forgiving me? Did you mean it?”

“Yeah I did, I forgave you a long time ago. After I started studying my powers I learned what absorbing energy can do to people.” He opened the door. “It wasn’t you Kev, it was the power.” He gave him a quick peck on the cheek before slipping out of the car. “Don’t be a stranger okay?”

The raven touched his cheek feeling a tingling sensation, his stunned expression turned to one of joy. He went inside and Kevin had plans for more, but he had another apology he had to make. Levin went home and made amends with his mom.

Later that night…

Kevin snuck back over to Ben’s house and came in through the window. Only to get knocked out by a mana blast. “Ahh!”

“Kevin?” the boy ran over to him. “What are you doing here?”

“I guess I deserved that.” He rubbed the back of his head. “I’m sorry I missed your big game but wanted to give you this.” He pulled out a rose.

“You?” he says and the raven haired teen smiled. “All this time it was you.”

“Yeah, I wanted to see you but figured you hated me.” He was pulled into a kiss. Tennyson had kissed him and the boy moaned into the kiss.

“I didn’t hate you, I couldn’t…” Kevin scooped him up and brought him to the bed. He pulled off Ben’s black shirt, and began feeling up his body, as the kissing continued. Seconds, Minutes, their lips met only separating for air. “Kevin to many clothes take them off.”

He smirked at Ben. “Make me!” he says challenging.

Tennyson smirked back at him. “Okay!” glowing green tentacles reached out and grabbed him and lifted him up. The raven gulped as his clothing was yanked off him and he was dropped on the bed. His hard seven incher was twitching in the open air. Ben slid between his spread legs, his hard bulge rubbing against his sensitive manhood.

“Ohh ahh!” he groans as Ben teases his body, his hands wonder up to his chest, caressing his muscles while Ben nibbled on his neck. His expression was one of pure blissful joy. He was oozing like crazy. “Now your wearing to many clothes.”

“Your right,” he snapped his fingers and his night pants and boxers came off. It was time for some hot skin on skin contact. Ben’s hard 9 inch dick slid along Kevin’s, their balls pressed and rubbed together as Ben ground their hips.

Kevin ran his hands over his body moving down to grip his plump ass. “Oh babe you have a nice ass.” He squeezed and groped him loving it as Ben moaned.

“Yeah? So do you.” A green mana tentacle came down and began caressing his ass.

“Oh fuck!” the energy tentacle slipped in and Kevin moaned, his hips bucking up off the bed. The friction between their cocks increased and they climaxed together, their seed spilling between their bodies. “Wow that was…wow!”

Ben snapped his fingers and his mana washed over them cleaning them up. “Yeah, it was.” He hugged Kevin and he pulled a blanket over their bodies.

“I know it’s late but will you go out with me?”

“Sure,” he rested his head on the male’s chest. Kevin’s hand wandered up Ben’s back and there was a tiny scar on his shoulder, from when he had hurt him.

‘I’m never gonna hurt you again, I promise!’ the two fall asleep in the warmth of each other. Kevin had left the roses back then to, a moment of clarity in his power mad mind.

To be continued


	2. Alien Force

**Notes for the Chapter:**

> Please Read and Review; Reviews Inspire New Fics and Keep Me Working On Others

Chap 2 Alien Force

-x- Talking about the Weather-x-

Kevin was driving Ben and Gwen home. “Can’t you go faster?” Gwen huffed from the back seat.

“Can yes, will no.”

“If I’m late for curfew there will be no hero time.” Kevin smiled.

“Then I guess it’ll just be me and Ben.” Said male was meditating; he was trying to locate Max’s mana but so far wasn’t having any luck.

“What makes you think Ben would go anywhere alone with you?”

“Cause I’m dripping with rugged charm.” He says, and Gwen gags.

Ben’s eyes stop glowing. “Any luck Ben?” he shook his head.

“Maybe if my powers were better.” The raven put his hand on his.

“We’ll find him together.” Ben smiled, and gave Kevin’s hand a squeeze. Gwen was not pleased but before she could say anything an alarm went off.

It was a tracker of some kind, and it was detecting something. “It’s a badge detector, now that’s worth breaking some laws.” He turned up the speed and headed towards the location.

It wasn’t Grandpa Max, it was a young Pyronite boy named Alan Albright. He’d been arrested by local police and just barely managed to escape. Lucky Boy managed to catch him in a mana field. “Let me out!”

“Hold on, I got some questions for you.”

“That’s funny I have questions for the both of you.” The sheriff stepped out and they soon were surrounded. “I knew you couldn’t have caused all that damage yourself, I see you got yourself a partner.”

“Umm Excuse me, I’m no villain I’m a hero.”

“Yeah sure, arrest them both.” His people began moving in.

“Looks like we gotta fly.” He grabbed Alan and took off flying, much to the boy’s shock and fear, he was scared of heights. Ben noticed something when flying but made it to an abandoned/destroyed building. He gave back Alan’s badge, and had a nice talk with him.

The kid was just scared, sure he had powers but he was getting blamed for the weird things going on. “But come on having powers is fun; you can fly and bust bad guys.”

“Actually I’m scared of heights, the fire powers are cool, but I’m not normal who’d ever want to be with me.” Ben laughed. “Hey it’s not funny.”

“Sorry I don’t mean to laugh,” he cupped Alan’s cheek. “But don’t sell yourself short, you’re a cutie.” The boy blushed.

“Oh um thank you.” He says.

Kevin and Gwen show up, and Ben shows them the strange symbols he saw etched into the crop field. “Ben take us up.” He created steps of mana and they headed up to the sky. Alan clung to Ben on the way up. “I see it now, these aren’t crop circles it’s a big circuit board.”

“Let’s get down there and put a stop to this.”

“Ben this has nothing to do with Grandpa Max, we should leave this to local authorities and keep going.”

“Come on Gwen he’s a Heatblast, which makes him family in my book. We gotta help.”

“Fine,” They head down and find these strange people using some ray gun to blast the field. They said something in alien and everything went crazy. 

True enough, whoever was behind this must have finished as the circuit was activated, a huge machine rose up to the sky and it began to snow. It was the DNAliens behind this; they had just managed to fight them off when the police showed up. Jumping to the wrong conclusion again they provided the perfect distraction for the DNAliens to attack.

Gwen turned into Swampfire and Alan aliened up. Lucky Boy used pyrokinesis to fight back but the alien guns soon turned the cops, Kevin and Gwen into petrified statues. Alan’s heat shielded him and Ben had his mana and flames to protect him.

Swampfire snapped out of it, and they managed to push the aliens back. It was clear what they had to do stop the weather machine. Ben got Kevin out of his petrification while Alan got the cops out. “Let’s not do that again.”

Gwen told Alan a trick she used to do when she was a Heatblast. “Okay this is kinda cool.” Lucky Boy and Alan attacked from the sky while Gwen attacked from below. They took down the tower and the aliens retreated.

“Alan, why don’t you come with us? We could use a powerhouse like you.”

“Sorry but we need him here,” the sheriff said. “With these alien attacks we’ll need his help.”

“But if you need me, give me a call.” He blushed as he looked at Ben. “For anything!” he says happily.

Gwen smiles, “Now they would make a great couple, don’t you think so Kevin?”

He knew she was trying to taunt him but he smiled back. “Yeah seeing those two going at it would be hot.” She was shocked. Kevin walked up to Ben and whispered something in his ear.

“Thanks for all your help Alan, here a thank you.” He kissed Alan right on the lips. The boy moaned into the kiss, his legs quivered he couldn’t stand and when the kiss broke he fell back.

“Wow,” he says. Kevin gives him a thumbs up and Ben winks at him.

“Take care Alan!” they drove off.

Later that night

Alan stripped off his clothes and lay in his bed; he couldn’t stop thinking about the kiss. His hard 6 inch cock throbbed in need. He wrapped a hand around his length and began pumping himself. “Ben, oh Ben!” he moaned, his hips bucking up into his grasp. His penis began drooling pre and he used it to work himself faster.

He lost it and came shooting his load all over himself. Five spurts came from his dick and splattered his chest and stomach. His essence evaporated quickly thanks to his intense heat. “Ben I hope to see you again.”

Meanwhile at Ben’s Household

Once again Kevin snuck into Ben’s room. Kevin was between Ben’s legs sucking his massive cock, while he stroked his own. “I’m shocked about what you said back there, never knew you were such a voyeur but I guess it explains a lot.”

Kevin pulled off his penis and fondled his balls. “Don’t get me wrong I can get jealous, like that Cash dick who’s always trying to flirt with you, I was ready to punch him into next week. I don’t think three’s a crowd though and if you fuck Alan maybe I could…” his finger moved down to caress his hole.

“Whoa Kevin, bit early to be thinking about going all the way yet, we haven’t even had our first date yet.”

“Doesn’t mean we can’t have some fun right?”

“Right!” Kevin went back to sucking Ben’s penis and the boy moaned. “Oh yeah fun,” he pointed and channeled his mana a long tendril reached out and beneath Kevin, the energy slipped into Kevin’s dick and the raven moaned in pleasure.

‘Man he’s creative!’ he thought as his pipe was fucked by the energy. He doubled his efforts and they came together. They went to sleep pressing their naked bodies together.

-x- Kevin’s Big Score-x-

Kevin’s old buddy Argit had some intel on a piece of tech. Trouble was Kevin had no collateral, then it hit him the Rust Bucket. He stole it while Gwen gave chase, she was pissed off, but Kevin escaped with the treasure trove of alien tech.

Argit of course double crossed him, and stripped the RV of every scrap of alien tech and device. Ben and Gwen backed him up as they cornered Argit. “Listen to me you can’t trust this guy, he’ll stab you in the back.” Argit shouts.

“He’s right Ben, we can’t trust him, and because of him Grandpa Max doesn’t have a home anymore.” Kevin said nothing, he knew he was a bad guy, he’d done a lot of bad, he couldn’t expect forgiveness and trust to just be handed to him. 

“You guys are wrong,” Kevin looked at Ben in shock. “People mess up, it happens, its life but I know Kevin had a good reason.” Kevin clenched his fist.

‘I can’t get him involved in this, Vulkanus is a bad guy he’ll hurt Ben.’ He looked at them. “I don’t need to explain myself, I’m out of here.”

“See I told you.” Lucky Boy turned and zapped Argit knocking him out.

Kevin went to Vulkanus trying to get that piece of tech, but it cost him. The villain forced him to absorb Taydenite, and had his minions pick at his back and take it from his hide. “Fine do what you want with me, but make sure the Tennyson’s get that holo viewer.”

“This thing, fine I don’t need it now that I got you.” Suddenly Vulkanus was sent flying and Big Chill swooped in and froze the minions on his back.

Lucky Boy and Big Chill were on the scene. They got Kevin free and beat Vulkanus. “You wouldn’t be protecting him if you knew what he did to me?”

“He stole, he ran, that’s Kevin.” Big Chill says with a shrug.

“Doesn’t mean we won’t help him when he needs us.” The masked hero sent the minions flying.

His suit was frozen and broken but Vulkanus escaped in his odd body. He splashed around in his shards of Taydenite. They got the hollo viewer and left.

It was a message from Grandpa Max. He told them about the plumber kids, and said they couldn’t do this alone they had to build a team. Gwen played it over and over again.

“Hey Ben, thanks for you know believing in me.” He rubbed the back of his head.

“Grandpa Max is right, we can’t do this alone, so don’t try.” He pulled him in for a hug. “I’m here for you.”

“And I’ll be here for you.” He replies and hugs him back.

-x- All that Glitters-x- Kevin’s POV

Ok something was wrong with Ben, ever since we met up with that pretty boy Michael Morningstar he was acting strange. His powers were shorting out and he seemed to go with whatever Michael was saying.

Gwen wasn’t much help either, she was so caught up in Max’s message she wasn’t seeing things clearly. “Oh come on Kevin aren’t you just jealous? I mean I can see why, Michael is smarter, richer, and better looking than you, plus he might even be stronger.”

Okay I need to get Ben back. I pulled out a piece of paper, it wasn’t a normal paper. It was a special mana paper that Ben made for him, if they were separated or needed to communicate in private the mana paper would transfer their thoughts to the other.

Come on Ben; please let me know you’re okay. The paper pulsed, and something was written on it. My eyes widened. “Still think I’m just being jealous.” I held up the paper and Gwen’s eyes widened.

“HELP ME!”

End Pov

Michael was like a vampire; he sucked out one’s energy and can enchant them. He thought he had Ben wrapped around his finger. “Never have I met someone so sweet and delicious, I’m gonna make you mine and feed on you every day.” He took him to a warehouse where he’d taken all his victims before.

There was a bed there and everything. He pushed Ben onto the bed. “Now your mine!”

“No!” Ben’s eyes glowed green as he came to, he didn’t know what was happening to him, but a part of him remained conscious. Using telekinesis he forced Michael away and sent his message.

“Don’t resist me!” Michael snapped and grabbed Ben roughly; he began sucking away his strength. “Lovely Ben or Lucky Boy, you’ll forget everything else once your mine.” He began ripping Ben’s costume off exposing his skin. He spread his legs wide, and revealed his 4 inch glowing rod.

“Take your hands off him.” Kevin had snuck in but seeing Ben in that state he saw red and punched Michael hard in the face. Gwen came in as Jetray. Seeing Ben drained and stripped like that she was furious and let loose a barrage of blasts pummeling Michael into the earth. It wasn’t enough Michael had fed on the energy of the charms as well he was surging with power.

“You fools Ben’s mine now, I don’t need those weak girls anymore.”

“Like hell he is!” Kevin went to punch him but Michael dodged. “I won’t let you touch him!”

“Are you gonna do to Ben what you did to those girls?” Gwen shouted.

“Those girls were meaningless and weak. They adored me, but I never cared about them. All I need is power. As for Ben I won’t take his loveliness he’s the only one as beautiful as me.”

Ben awoke and grabbed Michael. “What are you ahhhhhh!” Ben took back his power all of it. Leaving Michael very much naked and weak, to make things worse his zombies girls came in and took back their energy to. Michael was reduced to an ugly mug, but now his outside matched his insides.

Kevin breaks Michael’s plumber’s badge. “You don’t deserve it.” He went over to Ben. “You okay?”

“I’m fine,” he hugs the male close. Ben snaps his fingers ad restores his outfit. Gwen apologized; she had made a huge mistake trusting Michael.

‘Maybe Kevin isn’t so bad.’

-x- Max Out-x- Ben’s Pov

It hurt, it hurt so much. We were right there and we couldn’t do anything. First Ken gets captured and turned into a DNAlien then Grandpa Max got caught. Gwen used the omnitrix to heal Ken, but we weren’t able to save Grandpa Max.

He had a null void grenade and up against a Highbreed. I run it through my head over and over, maybe if we were stronger maybe if I had sensed him sooner, but all the coulds in the world would change anything.

I managed to shield us as the grenade went off. All that was left was a huge crater, my barrier fell and I cried. The tears wouldn’t stop, I felt Kevin wrap his arms around me and I cried into his chest.

Gwen and Ken hugged and cried on their own. As much as it hurt, as much as we wanted to change things it wasn’t over. We had to pick ourselves up and carry on; we had to finish Grandpa’s work. I didn’t want to go home, so I stayed in Kevin’s car. He held me all night long, and in the morning I saw he hadn’t slept a wink he stayed up watching over me. “I’ll always be here; I won’t leave you Ben I promise.”

Ben tightened his grip on Kevin. “Thank you.”

To be continued

Chap 3 What Boys Are Made Of

Kevin and Ben’s first date is interrupted when a tiny little Upgrade keeps interfering with them.

Gwen takes everyone to Ben’s favorite spot. After some skinny dipping they meet Ben’s Grandmother who reveals his ancestry.

Cash gets his hands on some alien tech and tries to use it to get rid of Kevin.

Paradox makes his appearance as the team works to stop an aging creature.  
End preview


	3. What Boys Are Made Of part 1

**Notes for the Chapter:**

> Please Read and Review

Lucky Boy

Chap 3 What Boys Are Made Of Part 1

Kevin had asked Ben out, he made all the plans to take him to the Pier. Gwen however was not pleased about this, but Ben made her promise to not interfere.

The raven pulled up to the boy’s house and he had to admit he was nervous. He checked his hair in the mirror and waited for the boy to come out. ‘Relax Levin, you’ve seen him naked, you’ve shared his bed, it’s just a date, just a date, just a whoa…’ he starred at Ben as he came out.

Ben had come out and stunned the raven. He was wearing a short black shirt that showed off a bit of his toned stomach, he had nice brown shorts on, and he had his magical bag resting comfortably on his hip. ‘He looks so damn cute!’ Kevin thinks as Ben gets in his car.

“Our first date, let’s make it fun okay?” Ben holds his hand, and a shiver races through his body.

“Y-y-yeah,” yeah he was nervous. He never saw himself as the dating type, go on dates, meeting the parents, heck he didn’t even have that much money. Still he wanted to show him he could be a good boyfriend, as well as a good lover.

Sadly for Kevin there was danger in the air, as a small little glob located them and followed them to the Pier.

There were all kinds of games where you could win prizes, simple stuff like test your strength games, darts. “Come on Ben you know these games are rigged right?”

“How do you know that?”

“After I got out of the Null Void I had a lot of jobs some illegal some legal. Best way to get more money is to rig some of the games.”

“Well I’m going to try,” his bags mouth opened up and out came 5 bucks. He went up to the booth for a strength testing.

“Give it a shot get it past the 8 and win a prize, ring the bell and get a big prize.” Ben handed him five bucks to play and takes the mallet. While Ben lifted the obviously weighted hammer he failed to notice the booth operator press something with his foot. Kevin glared, but said nothing.

Ben swung and the scale shot up but stopped at 5 and sank back down. “What no way?”

“Sorry kid, you can always play again.” He says with a grin.

Ben looked to Kevin and he gave him a wink. “Sure,” his bag gave him another five bucks. Ben struggled with the hammer at first, and once again the merchant hit the switch with his foot again. This time the brunette put some mana behind his swing, normally this would be cheating but hey he started it.

Wham Whoosh...Ding!

The merchant couldn't believe it. “Yeah I did it!” Ben jumped for joy, and Kevin smiled at how adorable he was. “I'll take the big green cat.” the merchant had no choice but to give Ben the giant green cat plushy. Ben hugged the thing and the two were off for another booth.

This one was darts. “Leave it to me Benji.”

“Step right up kid, get 10 bulls-eyes and win a grand prize.” there was a big blue dog that would go perfect with Ben's cat. Kevin was showing off not even looking at the board as he tossed and managed to hit every single time.

“Impressive.” Ben clapped, and Kevin took a bow. He got the blue dog plushy and gave it to Ben. Freeing up his hands Ben had the two plushies put away in his magic bag. The two walked side by side, and Kevin was torn from holding Ben's hand, he was nervous.

Ben however was distracted. He couldn't stop thinking about Grandpa Max, but he was trying to stay positive for Kevin, he was trying really hard. The sound of bumper cars caught his ear. He grabbed Kevin's hand and smiled. “Let's hit the bumper cars next!”

Kevin thought that was a good idea, then he saw something strange. One of the bumper cars came to life and began going crazy. “On second thought bumper cars not really my thing, you know cars slamming into one another how about some cotton candy instead?”

“Oh...uh sure!”

“Great you go get us some and I'll find us another ride to go on.” he lightly pushed Ben towards the cotton candy.

“Okay...” he started walking. 'He's acting weird.' once his back was turned the living bumper car slammed into Kevin.

Kevin grunted and quickly absorbed some nearby metal. “Stop messing up my date!” he morphed the metal around his hands into hammers and wham sent the bumper car flying. Ben returned with cotton candy and gave one to Kevin. “Everything okay.”

“Everything's perfect.” he smiled and took Ben's hand and held it. The brunette smiled and laced his fingers with Kevin's. The little alien noticed this and went back to following them. The little alien spotted the ferris wheel and went after it. The two took a ride on a small roller coaster, nothing to extreme but still fun. Kevin noticed the ferris wheel coming to life. 'Oh no not again.'

To distract Ben he pulled the male into the nearest bathroom and kissed him hungrily. Ben's eyes widened, but kissed back none the same. The ferris wheel monster walked about the pier looking for the two. Kevin broke the kiss. “Wait here I'm gonna grab something and I'll be right back.” he ran off.

“Kevin!” he would have given chance but he had a certain problem he had to wait to go down.

Kevin found some more metal and absorbed it, this time turning morphing the metal into blades. He slashed at the creature's legs causing it to fall. It fell of the pier and into the water. “Whoo that was close.” he demorphed the metal and went to find Ben.

Ben was out of the bathroom, and was looking for him. “Alright Kevin what's wrong?”

“Wrong? What could be wrong?”

“I know something is going on.”

“There is nothing going on, I promise.”

“Oh really,” he pointed to where the ferris wheel used to be. “What happened to the ferris wheel Kevin?”

“Ohhh,” his shoulders slumped. “Look I don't know what's going on but I didn't want it to interrupt our date.” Ben held a small smile on his face.

“I see, so you did this all for me.” Kevin rubbed the back of his head.

“I wanted our first date to be special I...” the ferris wheel creature came back and smacked Kevin with one of it's cars.

“Kevin!” Ben went for his bag but before he could, he was scooped up by one of the cars, dropping his bag and was carried off.

“Ben!” Kevin crawled out of the crater he was smacked into. He raced over and found Ben's bag. “Damn it!”

The bag reacted, and it spat out the charm of telekinesis. Kevin didn't know what to do, he couldn't use magic, but the bag kept jumping up and down. “Okay, I'm guessing you can lead me to Ben.” he put the charm on the bag, and he guessed right. The bag lifted up into the air and Kevin had to hang on tight as he was flown far. “Whaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaahhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhh!”

They landed and Ben was standing unharmed. “Ben, are you okay?”

“Yeah I'm okay, but Kevin, you need to see this.” they followed the little tiny dog like mecha-morph.

“What the hell is this thing?”

“Ship Ship Ship!”

“I think his name is Ship.” they were led to the crashed space ship.

“Oh man, this ship is in critical condition.”

“He needs help!” Ben got in his bag and summoned two rock creatures. They got Baz-El free and Kevin got the ship in stable condition.

“Thank you, I assume you were the plumbers I called for.”

“Well kinda. We are the children of plumbers but we are happy to help.” Baz-El and Kevin finished up fixing up the ship.

“I see how can I repay you.”

“I take cash and credit.” Ben elbowed Kevin in the side. “What his little mech thing ruined our date, and kidnapped you!”

Baz-El crossed his arms. “Well I needed help.”

Kevin pointed to Ship. “So what you gonna glorp him up or something.”

“Glorp...really sorry but he's his own life now, and it seems to have taking a liking to your friend here.” to his point Ship nuzzled against Ben's leg. “See that already bonded.” he took off in his ship and the trio walked back.

“Great and my car is back at the pier.” Ship hopped along beside them.

“I could always fly us home.” Kevin paled.

“I've had enough flying for today, that bag of yours is nuts.”

“Ship Ship!” the dog mecha bounced up and down.

“Hey Ship, do you think you can transform into a car for us.” he chirped happily and morphed into a car.

“Okay guess he's not completely useless.” Ship growled.

“Be nice Kevin, Ship is doing us a favor.” he pet the top of the car and they got in. Ship drove them back to the Pier. His plushy were set off in the back resting against each other, just as Ben leaned against Kevin.

“Sorry the date was a bust.”

“It wasn't a bust, it was nice.” he looked up at Kevin. “I'm not looking for normal Kevin, that isn't our lives I just wanted to have a good time and I did have one with you.”

Kevin smiled and wrapped his arms around Ben.

-x- What Little Boys are Made Of -x-

While Ben was at school Kevin was left in charge of Ship. Kevin was working on his car with Ship watching. “Wrench.” Ship fetched it for him. He adjusted a few things then handed it back. “Pliers and Socket Wrench.” Ship put the wrench back but instead of fetching the next items he morphed into a fusion of the two.

“Ship Ship,” Kevin was impressed.

“You may just come in handy after all.” he got back to work on the car.

“Kevin!” the male jumped and banged his head.

“Oww Damn it!” he rolled out from under his car and Ship reverted back to normal. “Gwen, what the hell?!”

“Where is Ben?” she huffed.

“What are you talking about? He's at school where else?”

“He didn't go, I went by to check on him and no one saw him.”

“He ditched?” he got up. “Ship track Ben's plumber badge.”

“Ship!” Kevin got in his car and they were off, leaving Gwen behind.

“Hey!”

He found Ben on a hill, he was crying. “Oh, Kevin...” he wiped his eyes. “What are you doing here?”

“What are you doing here?” Kevin walked up to him.

“I just wanted to be alone, and school wasn't a place to do it. I miss Grandpa Max.” Kevin wrapped his arms around him.

“Ben...” he didn't know what to say. “I lost my dad, my real dad he died fighting some big bad. I miss him every day, and sometimes when I think about him it hurts. Still I want him to be proud of me, so I'm trying to do better.”

Ben leaned back against Kevin. “You are doing better, your dad would be proud.”

“And Max would be proud of you. You are stronger than you know.” he tilted the boy's chin up and the two kissed. Ben shed a tear but he kissed back happily.

This is how Gwen found them, she turned to Jetray and came after them. “Aww man, get a room you two!” she reverted back to human. “Come on guys I have an idea.”

“What?” Kevin snapped at her.

“I think I know a place to help cheer Ben up.” the two looked at each other but Kevin drove them to the spot.

“This is...” Ben smiled. “Grandpa's Secret water spot.” Kevin was pleased to see Ben so excited, even more pleased when the boy began stripping.

“Skinny dipping?” he asked with a smirk.

“Of course, care to join me?” Ben's boxers dropped, and he stood in all his naked glory.

“Hell yeah!” Kevin stripped out of his clothes and tossed them aside and soon was naked. Ben jumped into the water, and Kevin soon dove in after him.

“Honestly!” Gwen huffed. 'Still it's nice to see Ben so happy.'

Ben and Kevin swam naked, and Ben showed Kevin the secret water tunnels. Using a spell he created air bubbles around them so they could breath under water.

'This is so hot!' he grabbed Ben and began tickling his naked body. He laughed, his voice sounding interesting underwater. Tennyson responded in kind, summoning his mana he began attacking all of Kevin's sensitive spots. Green mana tickled his pits and feet, while others slithered up his sides and teased his nipples, some tentacles danced up his back, massaging caressing making Kevin moan and laugh.

Kevin was already rock hard seeing Ben naked, so the tentacles had a nice big target to play with. Two danced along the sides and swirled around the head. His balls down below were juggled and bounced by one tentacle. 'Oh fuck!'

Ben chuckled. His fingers wiggled and the tentacles got extra busy, doubling their efforts on Kevin's body. “Oh fuck I'm cumming!” Ben's mana attached to the head and caught all of his release. He guided the seed to his mouth and he gulped it all down. “That was hot!”

Doing it under water was hot, being able to breath made it possible. Kevin swam to Ben and grabbed his dick, he began sucking the male's penis. “Oh Kev!” Ben was completely lost in the water, only grounded by Kevin and his sucking. The brunette came and Kevin drank it down. Ben's dick slipped from his bubble.

The two panted and laughed. “Come on big boy I got something to show you!” he followed Ben down one of the water tunnels, marveling at his fine ass. He was led to a cave with an air pocket.

“What is this place?”

“Look!” he created a mana bolt, and the whole cave lit up, there were gems inside the walls and they reflected Ben's light. It was beautiful. “Grandpa showed me this place. He told me this was a special place, and I wanted to share this with you.”

Kevin felt his heart race and he smiled. “Well Gwen did tell us to get a room.” he pulled Ben in for a kiss, his newly awakened cock slid against the brunettes. The two cocks rubbed against each other as their tongues did a similar tango. The water made it a tad difficult but that just meant it would last longer. The heat of their cocks, combined with the cool water, spiced with the powerful hungry kiss made this experience amazing.

The raven teen held Ben close, grinding his hips harder into him. Ben returned every grind with a roll of the hips, letting pleasure boost between them. Kevin tried to get the upper hand by plundering Ben's mouth with his tongue but the hero was ready and sucked on the bad boy's tongue. 'Ohh god!'

It was getting hot, too hot their dicks twitching against one another. Both were close, but it was Ben's turn to get the upper hand, his hands found Kevin's chest and began to pinch his perky nipples. The sudden stimulation had Kevin cumming. Ben's hands soon found Kevin's plump rear, gripping his cheeks he ground his hips finding his own release soon after. The duo clung together in the small under water cave.

Eventually they made their way back, Ship was in the form of a boat and he was chugging along the water. Gwen didn't seem pleased, but kept her mouth shut. Their fun ended as a mysterious cloaked figure showed up, and left a strange flower by a tree, with a carving that said Max X Verdona.

The four decided to stake out the spot to see if the mystery woman would return. Ben left to go use the bathroom. “Are you sleeping with my cousin?”

That question came out of nowhere and it caused Kevin to jump. “Well not that it's any of your business but we have not gone all the way yet.”

“If your pushing him into this, I'll make you pay.”

“First of all, I would never push Ben into anything he doesn't want to, and second...” he didn't get a chance to talk as the mystery woman showed up. Kevin absorbed the metal from his car and Ship came out to help. Gwen turned into Jetray.

The mystery woman may have looked old but she had speed and power, and she soon was tossing Gwen Kevin and Ship around like toys. Just as she was about to blast them a green mana bolt came out and hit her. “Leave my friends and family alone!” hands glowing with green mana Ben was back.

“Do that again.”

“Gladly!” he sent a barrage of green blasts only for them to be blocked.

“Ben, she makes flowers out of mana.” A sudden realization hit everyone.

“Kiddo!” the woman hugged Ben.

“I'm your grand child to!” Gwen said reverting back to human form.

“Can you produce mana like your brother?”

“Cousin...and no.”

“A pity, I'll be seeing you again soon.” she vanished.

Ben went home and decided to have a talk with his parents. Verdona returned and helped reveal everything. Ben was an anodite, and while he was powerful he still needed a lot of training. “I'd like Ben to live with me, for some proper training.”

“How long would I be gone?”

“To be a fully trained anodite 70 years.”

“What!?” the group gasped. Ben ran upstairs, and went to the roof.

Ship was trying to comfort him, and so did Kevin. Gwen however thought it would be a good idea. “No it isn't the whole idea sounds lame.” Ben smiled and kissed Kevin's cheek.

“Thanks Kevin.”

“Lame...totally lame!”

Ben's parents were supportive of whatever Ben chose. They raised a good boy and would support him all the way. Ben turned her down, but it didn't end. “You just aren't thinking clearly.” She took her anodite form. “I'll help free the anodite inside!” Boom; she blasted Ben outside. Kevin and Gwen joined the fray.

Ben noticed Verdona was having fun during the fight, and she really wasn't being very malicious at all. “Ben I don't feel right beating up your grandma.”

“It's fine Kevin she started it.” Ben Kevin Ship and Gwen all released an attack and it looked like they had won, but Verdonna absorbed the mana from everything around her and restored her strength. “Oh man.”

They got blasted and were down for the count. “Come on kiddo, Earth is fun for a time but anodite's can't live without fun they'll get bored.”

“Grandma Verdona you can't fool me. You miss Grandpa Max, that's why you visited that spot.”

“Max was an amazing man. He had such a spark of life.”

“You wouldn't change the past for the world, and I don't want to change my present.”

Verdona fixed up the house and the yard. “I'll be keeping my eye on you. I know you'll have lots of fun.” she conjured a book. “A gift from me to you.” she winked and vanished into space.

Ben examined the book and blushed. “Anodite Kama Sutra!” Kevin had to admit he liked Verdona a bit more now.

To be continued


End file.
